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<SEC-DOCUMENT>0000950123-05-006798.txt : 20050611
<SEC-HEADER>0000950123-05-006798.hdr.sgml : 20050611
<ACCEPTANCE-DATETIME>20050526171033
ACCESSION NUMBER:		0000950123-05-006798
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20050526
DATE AS OF CHANGE:		20050526
EFFECTIVENESS DATE:		20050526

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KONINKLIJKE PHILIPS ELECTRONICS NV
		CENTRAL INDEX KEY:			0000313216
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			P7
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-125280
		FILM NUMBER:		05860813

	BUSINESS ADDRESS:	
		STREET 1:		BREITNER CENTER
		STREET 2:		AMSTELPLEIN 2
		CITY:			AMSTERDAM
		STATE:			P7
		ZIP:			1096 BC
		BUSINESS PHONE:		31 20 59 77777

	MAIL ADDRESS:	
		STREET 1:		BREITNER CENTER
		STREET 2:		AMSTELPLEIN 2
		CITY:			AMSTERDAM
		STATE:			P7
		ZIP:			1096 BC

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHILIPS ELECTRONICS N V
		DATE OF NAME CHANGE:	19930727

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHILIPS NV
		DATE OF NAME CHANGE:	19910903
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>y09496sv8.txt
<DESCRIPTION>FORM S-8
<TEXT>
<PAGE>
                                                      REGISTRATION NO. 333-_____

================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                   UNDER THE
                             SECURITIES ACT OF 1933

                      KONINKLIJKE PHILIPS ELECTRONICS N.V.
             (Exact Name of Registrant as Specified in Its Charter)

                           ROYAL PHILIPS ELECTRONICS
                     (Registrant's Name for Use in English)

                                THE NETHERLANDS
         (State or Other Jurisdiction of Incorporation or Organization)

                                      NONE
                    (I.R.S. Employer Identification Number)

        BREITNER TOWER, AMSTELPLEIN 2, AMSTERDAM 1070MX, THE NETHERLANDS
                    (Address of Principal Executive Offices)

           ROYAL PHILIPS ELECTRONICS NONQUALIFIED STOCK PURCHASE PLAN
     ROYAL PHILIPS ELECTRONICS LONG-TERM INCENTIVE PLAN 2005 (CONSISTING OF
                  GLOBAL PHILIPS STOCK OPTION PROGRAM 2005 AND
              GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2005)
                            (Full Title of the Plan)

                               WILCO GROENHUYSEN
           1251 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10020-1104
                                 (212) 536-0500
           (Name, Address and Telephone Number of Agent for Service)

                    Please Send Copies of Communications to:
                              ANDREW D. SOUSSLOFF
                            SULLIVAN & CROMWELL LLP
                125 BROAD STREET, NEW YORK, NEW YORK 10004-2498
                                 (212) 558-4000

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================
                                                           PROPOSED
                                                            MAXIMUM        PROPOSED MAXIMUM     AMOUNT OF
TITLE OF EACH CLASS OF                  AMOUNT TO BE     OFFERING PRICE       AGGREGATE       REGISTRATION
SECURITIES TO BE REGISTERED            REGISTERED (2)    PER SHARE (3)    OFFERING PRICE (3)       FEE
- ----------------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>              <C>                 <C>
Common Shares of Koninklijke Philips     10,000,000          $25.98          $259,800,000       $30,578.46
Electronics N.V., par value 0.20
Euro per share (1)
==========================================================================================================
</TABLE>
<PAGE>
      (1)   In addition, pursuant to Rule 416(c) under the Securities Act of
            1933, this registration statement also covers an indeterminate
            amount of interests to be offered or sold pursuant to the Royal
            Philips Electronics Nonqualified Stock Purchase Plan. Pursuant to
            Rule 457(h)(2) no fee is payable with respect to the registration of
            these interests.

      (2)   1,000,000 of the shares are registered to be offered or sold
            pursuant to the Royal Philips Electronics Nonqualified Stock
            Purchase Plan, and 9,000,000 of the shares are registered to be
            offered or sold pursuant to the Royal Philips Electronics Long-Term
            Incentive Plan 2005.

      (3)   Estimated solely for the purpose of computing the amount of the
            registration fee. Pursuant to Rule 457(h) and Rule 457(c) under the
            Securities Act of 1933, calculated on the basis of the average of
            the high and low prices of the Common Shares of Koninklijke Philips
            Electronics N.V. as reported on the New York Stock Exchange on May
            25, 2005.
<PAGE>
                                     PART I
- --------------------------------------------------------------------------------
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Explanatory Note

      This registration statement on Form S-8 registers common shares, par value
0.20 euro per share of Royal Philips Electronics, which may be issued in
connection with the plans set forth on the facing page of this registration
statement. In addition, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Royal Philips
Electronics Nonqualified Stock Purchase Plan. After giving effect to this
filing, an aggregate of 7,609,460 shares of the registrant's common stock have
been registered for issuance pursuant to the Royal Philips Electronics
Nonqualified Stock Purchase Plan.

      As permitted by Rule 428 under the Securities Act of 1933, as amended,
this registration statement omits the information specified in Part I of Form
S-8. We will deliver the documents containing the information specified in Part
I to the participants in the plans covered by this registration statement as
required by Rule 428(b). We are not filing these documents with the Securities
and Exchange Commission as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act of 1933, as amended.















                                       1
<PAGE>
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The Securities and Exchange Commission (the "Commission") allows us to
"incorporate by reference" the information we file with them, which means that
we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this registration statement, and subsequent information that we file with the
Commission will automatically update and supersede this information. Information
set forth in this registration statement supersedes any previously filed
information that is incorporated by reference into this registration statement.
We incorporate by reference into this registration statement the following
documents:

      (a)   Our Annual Report on Form 20-F for the fiscal year ended December
31, 2004 (File No. 001-05146-01) filed with the Commission on February 22, 2005,
as amended by an amendment on Form 20-F/A (File No. 001-05146-01), filed with
the Commission on April 28, 2005; and

      (b)   The Annual Report on Form 11-K of the Royal Philips Electronics
Nonqualified Stock Purchase Plan (File No. 001-05146-01) filed with the
Commission on October 29, 2004;

      In addition, to the extent designated therein, certain reports on Form 6-K
and all documents filed by Royal Philips Electronics under sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date of
this registration statement but prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be part of
this registration statement from the date of filing of such reports.

ITEM 4. DESCRIPTION OF SECURITIES

      Item 4 contains a summary of certain provisions of the articles of
association of Royal Philips Electronics. This summary does not purport to be a
complete statement of these provisions and is qualified in its entirety by
reference to the articles of association, which are included as an exhibit to
the amendment on Form 20-F/A (File No. 001-05146-01) filed with the Commission
on April 28, 2005. All references to "we" or the "Company" in this summary mean
Royal Philips Electronics.

General

      Our board of management, the members of which are appointed by the general
meeting of our shareholders, is responsible for our management. The supervisory
board, which is also appointed by the general meeting of shareholders, is
responsible for supervising the policy pursued by the board of management and
the general course of our affairs.















                                       2
<PAGE>
Share Capital

      Our authorized capital is 1,300,000,000 euros comprised of 3,250,000,000
common shares of 0.20 euro each, and 3,250,000,000 preference shares of 0.20
euro each. The authorized capital may be increased by a shareholders' resolution
adopted on the proposal of the board of management, approved by the supervisory
board and subsequent amendment to the articles of association.

      No preference shares have been issued. However, the Stichting Preferente
Aandelen Philips (the "Foundation"), a foundation established under Netherlands
law, has been granted the right to acquire protective preference shares in our
capital should a third party ever seem likely to gain (de facto) a controlling
interest in the Company. The Foundation may exercise this right for as many
preference shares as there are common shares in the Company outstanding at that
time. The object of the Foundation is to represent the interests of the Company,
the enterprises maintained by the Company and its affiliated companies within
the Philips group, such that the interests of the Company, those enterprises and
all parties involved with them are safeguarded as effectively as possible, and
that they are afforded maximum protection against influences which, in conflict
with those interests, may undermine the autonomy and identity of the Company and
those enterprises, and also to do anything related to the above ends or
conducive to them.

      At present, the members of the self-electing board of the Foundation are
Messrs. S.D. de Bree, J.R.Glasz, W.E. Scherpenhuijsen Rom, W. de Kleuver and
G.J. Kleisterlee. As Chairman of our supervisory board and our board of
management respectively, Messrs. De Kleuver and Kleisterlee are ex officio
members of the board of the Foundation. Mr. Kleisterlee is not entitled to vote.
Our board of management and the board of the Foundation have declared that they
both are of the opinion that the Foundation is independent from the Company as
required by the Listing Requirements of Euronext Amsterdam N.V.'s stock market.

      The common shares are held in bearer and registered form. Holders of
shares of New York Registry hold their common shares in registered form. See
"Common Share Certificates and Transfer".

Dividends

      The profit shown in our annual accounts is at the disposal of the general
meeting of our shareholders, which is empowered to withhold distribution in
whole or in part or to make a distribution in whole or in part to holders of
common shares in proportion to their share ownership.

Voting Rights

      Each common share and each preference share are entitled to one vote. All
common shares vote together on all matters presented at a general meeting of
shareholders.

      Election of our Board of Management. Members of our board of management
are elected by the general meeting of shareholders from nominations made by our
supervisory board, after consultations with the Chairman of our board of
management. The supervisory board has to nominate at least one person or as many
as the law requires for each vacancy to be filled on the board of management and
the election must be made from among the persons so nominated. The list of such
nominations shall be deposited for shareholder inspection at the registered
office of the Company and on the Company's website.















                                       3
<PAGE>
      The general meeting of shareholders may deprive nominations for election
to the board of management made by our supervisory board of their binding
effect, if a resolution is passed by simple majority of the votes cast and
represents at least one-third of the issued share capital. In that event, a new
binding list shall be submitted to a subsequent general meeting of shareholders
in accordance with the provisions described above. If the second list is also
rejected in the manner provided for above, the general meeting of shareholders
shall be free to make its own appointments to the board of management. If a
simple majority of the votes cast is in favor of the resolution to deprive the
list of nominees referred to above of its binding character, but such majority
does not represent at least one-third of the issued share capital, a new meeting
may be convened at which the resolution may be passed by a simple majority of
the votes cast, regardless of the portion of the share capital represented by
such majority.

      The general meeting of shareholders may also suspend or remove any member
of the board of management at any time by a simple majority of the votes cast at
a meeting at which at least one-third of the issued share capital is represented
(although no quorum is required if dismissal is proposed by the board of
management, the supervisory board).

      Subject to the foregoing paragraph, the supervisory board has the power to
control nominations to our board of management.

      Election of the Supervisory Board. Members of the supervisory board are
elected by the general meeting of shareholders from nominations made by the
supervisory board.

      The supervisory board must nominate at least one person or as many as the
law requires for each vacancy to be filled on the supervisory board and the
election must be made from among the persons so nominated. The list of nominees
shall be deposited for shareholder inspection at the registered office of the
Company and on the Company's website. A proposal to appoint a member of the
supervisory board may only be placed on the agenda of the general meeting of the
shareholders by the supervisory board in consultation with the board of
management.

      The general meeting of shareholders may deprive of their binding effect
nominations for election to the supervisory board made by our supervisory board,
if a resolution is passed by simple majority of the votes cast representing at
least one-third of the issued share capital. In that event, a new binding list
shall be submitted to a subsequent general meeting of shareholders in accordance
with the provisions described above. If the second list is also rejected in the
manner provided for above, the general meeting of shareholders shall be free to
make its own appointments to the supervisory board. If a simple majority of the
votes cast is in favor of the resolution to deprive the list of nominees
referred to above of its binding character, but such majority does not represent
at least one-third of the issued share capital, a new meeting may be convened at
which the resolution may be passed by a simple majority of the votes cast,
regardless of the portion of the share capital represented by such majority.

      The general meeting of shareholders may also suspend or remove any member
of the supervisory board at any time by a simple majority of the votes cast at a
meeting at which at least one-third of the issued share capital is represented
(although no quorum is required if dismissal is proposed by the supervisory
board).

      General Meetings of Shareholders. General meetings of shareholders are
held annually at least once a year not later than the 30th of June in Eindhoven,
Amsterdam, `s-Gravenhage or Rotterdam (all in The Netherlands). We mail notices
to the holders of shares of New York Registry and publish notice of the annual
meeting in national newspapers in The Netherlands. In















                                       4
<PAGE>
order to attend, to address and to vote at the general meeting of shareholders,
the holders of shares of New York Registry must advise us in writing, as stated
in the notice convening the meeting, of their intention to attend the meeting.
Holders of bearer shares must deposit their shares as specified in the published
notice. In connection with our general meetings, we do not solicit proxies
within the United States but may seek limited numbers of proxies from non-U.S.
shareholders outside the United States.

      Action is taken at general meetings of shareholders by a majority of the
votes cast (except where a different proportion of votes is required by the
articles of association or Netherlands law) and there are generally no quorum
requirements applicable to such meetings.

      Amendment of Articles of Association and Dissolution. Resolutions to amend
our articles of association or to dissolve the Company proposed by the board of
management must be approved by a majority of the votes cast at a general meeting
of shareholders. Resolutions to this effect proposed by shareholders must be
approved by at least a three-fourths majority of the votes cast at a general
meeting of shareholders at which more than half of the issued share capital is
represented or, if the requisite capital is not represented, by a three-fourths
majority of the votes cast at a new meeting held within eight weeks. All
resolutions to amend the articles of association or to dissolve the Company must
also be approved or ratified by the supervisory board. Resolutions to amend the
articles of association or dissolve the Company will not be valid unless the
full text of such proposals has been deposited for inspection by shareholders at
the registered office of the Company and published on the Company's website from
the day on which the notice convening the general meeting of shareholders is
delivered until the close of that meeting.

Liquidation Rights

      In the event of the dissolution and liquidation of the Company, the assets
remaining after payment of all debts and liquidation expenses are to be
distributed in the following order of priority: to the holders of preference
shares, the amount paid thereon and the remainder to the holders of the common
shares.

Issuance of Shares and Preemptive Rights

      Our board of management may issue shares if and insofar as the board of
management has been designated by the general meeting of shareholders as the
authorized body for this purpose, subject to the approval of our supervisory
board. A designation of the board of management will be effective for a
specified period of up to five years and may be renewed. Currently, our board of
management has been designated as the authorized body to issue shares until
September 30, 2006. The board of management must obtain the approval of the
supervisory board to issue shares. If the board of management has not been
designated, the general meeting of shareholders has the power to authorize the
issuance of shares, upon the proposal of the board of management, which proposal
must be approved by the supervisory board.

      Shareholders have a pro rata preferential right of subscription to any
common share issuance unless the right is restricted or excluded. If designated
by the general meeting of shareholders, the board of management has the power to
restrict or exclude the preferential subscription rights. A designation of the
board of management will be effective for a specified period of up to five years
and may be renewed. Currently, our board of management has been granted the
power to restrict or exclude the preferential right of subscription until
September 30, 2006. If the board of management has not been designated, the
general meeting of shareholders has the power to restrict or exclude such
rights, upon the proposal of the board of management,















                                       5
<PAGE>
which proposal must be approved by the supervisory board. Resolutions by the
general meeting of shareholders referred to in this paragraph require approval
of at least two-thirds of the votes cast if less than half of the issued share
capital is represented at the meeting. The foregoing provisions also apply to
the issuance of rights to subscribe for shares.

Repurchase of Common Shares

      We may repurchase our own shares subject to certain financial tests, but
shares held in treasury may not be voted or counted for quorum purposes. Any
purchases by us are subject to the approval of the supervisory board and the
authorization of shareholders at the general meeting of shareholders. Our board
of management may be authorized by the general meeting of shareholders to
repurchase our own shares for a specified period of up to eighteen months, which
authorization may be renewed. Currently, our board of management is authorized
to repurchase shares with the approval of the supervisory board until September
30, 2006.

      Limitations on Right to Hold or Vote Common Shares

      There are no limitations imposed by Netherlands law or by our articles of
association on the right of non-resident owners to hold or vote the common
shares.

Common Share Certificates and Transfer

      The common shares are available in either registered or bearer form except
that the common shares quoted on the New York Stock Exchange are available in
registered form only. Our shareholders' register is maintained partly in New
York, New York, known as the New York Registry, by Citibank, our transfer agent
and registrar, and partly in The Netherlands, known as the Eindhoven Registry,
by or on behalf of us.

      The common shares listed on Euronext Amsterdam N.V.'s stock market are
common shares in bearer form embodied in share certificates, which are lodged
with Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., the Dutch
clearing house known as NECIGEF, for safe-keeping on behalf of the parties
entitled to such common shares. The common shares in bearer form can only be
transferred through the securities transfer system of NECIGEF. Holders of
registered common shares will be entered in our shareholders' register. At the
request of the registered shareholder, we will, without fee, issue a
non-negotiable extract from the shareholders' register in the name of the holder
unless a certificate has been issued for the holder's registered common share. A
deed of transfer, together with our acknowledgment in writing, is required to
transfer registered shares.

      Persons who are not DTC participants may beneficially own common shares
registered by the New York Registry held by DTC only through direct or indirect
participants in DTC. So long as Cede & Co., as the nominee of DTC, is the
registered owner of common shares traded on the NYSE, Cede & Co. for all
purposes will be considered the shareholder of such shares. Accordingly, any
person owning a beneficial interest in common shares traded on the NYSE must
rely on the procedures of DTC and, if such person is not a participant, on the
procedures of the participant through which such person owns its interest, to
exercise any rights of a shareholder. We understand that, under existing
industry practice, in the event that an owner of a beneficial interest in common
shares traded on the NYSE desires to take any action that Cede & Co., as the
shareholder, is entitled to take, Cede & Co. would authorize the participants to
take such action, and the participants would authorize beneficial owners holding
interest through such participants
















                                       6
<PAGE>
to take such action or would otherwise act upon the instructions of beneficial
owners holding interests through them.

      Common shares traded on the NYSE may be transferred on our books at the
office of our transfer agent and registrar. Certificates representing common
shares traded on the NYSE may be exchanged at such office for certificates
representing common shares traded on the NYSE of other denominations, provided,
however, that such certificates are available only in such denominations as our
board of management determines. Under Netherlands' law, the transfer of our
registered shares requires a written instrument of transfer and written
acknowledgment by the issuer of such transfer.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The articles of association of Royal Philips Electronics provide that,
unless the law requires otherwise, the members of the board of management and of
the supervisory board shall be reimbursed by Royal Philips Electronics for
various costs and expenses, including the reasonable costs of defending claims
and of appearing in legal proceedings and any damages which they are ordered to
pay in respect of an act or failure to act in the exercise of functions
performed at the request of the Royal Philips Electronics. Under certain
circumstances, described in the articles of association, such as if it has been
established in a final judgment by a Dutch court or by an arbitrator that an act
or failure to act by a member of the board of management or the supervisory
board can be characterized as intentional ("opzettelijk"), intentionally
reckless ("bewust roekelooi") or seriously culpable ("ernstig verwijtbaar") or
if the costs and expenses are reimbursed by insurers under an insurance policy,
there will be no entitlement to this reimbursement.

      Members of the board of management, the supervisory board and certain
officers of Royal Philips Electronics are, to a limited extent, insured under an
insurance policy against damages resulting from their conduct when acting in
their capacities as such.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8. EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.       Description
<S>               <C>
4.1               Royal Philips Electronics Nonqualified Stock Purchase Plan
                  (incorporated herein by reference to Exhibit 4.1 to Royal
                  Philips Electronics' registration statement on Form S-8 (File
                  No. 333-39204), filed with the Commission on June 13, 2000)

4.2               Global Philips Stock Option Program 2005 (part of Royal
                  Philips Electronics Long-Term Incentive Plan 2005)

4.3               Global Philips Restricted Share Rights Program 2005 (part of
                  Royal Philips
</TABLE>
















                                       7
<PAGE>
<TABLE>
<S>               <C>
                  Electronics Long-Term Incentive Plan 2005)

23.1              Consent of Independent Registered Public Accounting Firm

23.2              Consent of Samil PricewaterhouseCoopers

23.3              Consents of Independent Registered Public Accounting Firms

23.4              Consent of KPMG

24                Power of attorney (included on signature page).
</TABLE>

ITEM 9. UNDERTAKINGS

      (a)   The undersigned registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement;

            (2)   That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and

            (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b)   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
















                                       8
<PAGE>
SIGNATURES OF ROYAL PHILIPS ELECTRONICS

      Pursuant to the requirements of the Securities Act of 1933, as amended,
KONINKLIJKE PHILIPS ELECTRONICS N.V. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Amsterdam, The
Netherlands, on May 26, 2005.

                           KONINKLIJKE PHILIPS ELECTRONICS N.V.


                           By: /s/ Arie Westerlaken
                               ------------------------
                           Name:  Arie Westerlaken
                           Title: General Secretary

      KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Wilco Groenhuysen his true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
indicated capacities on May 26, 2005.

<TABLE>
<CAPTION>
Name                                      Title
- ----                                      -----
<S>                                       <C>

/s/ G. J. Kleisterlee                     President/CEO, Chairman of the Board of Management
- --------------------------------------
G. J. Kleisterlee


/s/ J. H. M. Hommen                       Vice-Chairman of the Board of Management and Chief
- --------------------------------------    Financial Officer and Principal Accounting Officer
J. H. M. Hommen


/s/ G. H. Dutine                          Executive Vice-President, Member of the Board of Management
- --------------------------------------
G. H. Dutine


/s/ A. Huijser                            Executive Vice-President, Member of the Board of Management
- --------------------------------------
A. Huijser


/s/ W. de Kleuver                         Chairman of the Supervisory Board
- --------------------------------------
W. de Kleuver
</TABLE>


                                      II-1
<PAGE>
<TABLE>
<CAPTION>
Name                                      Title
- ----                                      -----
<S>                                       <C>

/s/ L. Schweitzer                         Member of the Supervisory Board
- --------------------------------------
L. Schweitzer


/s/ Richard Greenbury                     Member of the Supervisory Board
- --------------------------------------
Sir Richard Greenbury


/s/ J-M. Hessels                          Member of the Supervisory Board
- --------------------------------------
J-M. Hessels


/s/ K. A. L. M. van Miert                 Member of the Supervisory Board
- --------------------------------------
K. A. L. M. van Miert


                                          Member of the Supervisory Board
- --------------------------------------
J. M. Thompson


/s/ C.J.A. van Lede                       Member of the Supervisory Board
- --------------------------------------
C.J.A. van Lede


                                          Member of the Supervisory Board
- --------------------------------------
E. Kist


                                          Member of the Supervisory Board
- --------------------------------------
N.L. Wong


/s/ Wilco Groenhuysen                     Duly authorized representative in the United States
- --------------------------------------
Wilco Groenhuysen
</TABLE>


                                      II-2
<PAGE>
         SIGNATURE OF THE ROYAL PHILIPS ELECTRONICS NONQUALIFIED STOCK
                                 PURCHASE PLAN

Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized in the City of New York, State of New York, on May 26, 2005.

                                  ROYAL PHILIPS ELECTRONICS
                                  NONQUALIFIED STOCK PURCHASE PLAN


                                  By: /s/ Don Welsko
                                      -------------------------------------
                                  Name:  Don Welsko
                                  Title: Chairman, Stock Purchase Plan Committee


                                      II-3
<PAGE>
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.       Description
<S>               <C>
4.1               Royal Philips Electronics Nonqualified Stock Purchase Plan
                  (incorporated herein by reference to Exhibit 4.1 to Royal
                  Philips Electronics' registration statement on Form S-8 (File
                  No. 333-39204), filed with the Commission on June 13, 2000)

4.2               Global Philips Stock Option Program 2005 (part of Royal
                  Philips Electronics Long-Term Incentive Plan 2005)

4.3               Global Philips Restricted Share Rights Program 2005 (part of
                  Royal Philips Electronics Long-Term Incentive Plan 2005)

23.1              Consent of Independent Registered Public Accounting Firm

23.2              Consent of Samil PricewaterhouseCoopers

23.3              Consents of Independent Registered Public Accounting Firms

23.4              Consent of KPMG

24                Power of attorney (included on signature page).
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>2
<FILENAME>y09496exv4w2.txt
<DESCRIPTION>EX-4.2: GLOBAL PHILIPS STOCK OPTION PROGRAM 2005
<TEXT>
<PAGE>
                                                                     Exhibit 4.2





                    GLOBAL PHILIPS STOCK OPTION PROGRAM 2005





                                     4.2-1
<PAGE>
        TERMS AND CONDITIONS OF GLOBAL PHILIPS STOCK OPTION PROGRAM 2005

                                   ARTICLE 1
                                  DEFINITIONS

      In this Global Philips Stock Option Program 2005 the following definitions
shall apply:

<TABLE>
<S>                 <C>    <C>
                    :      the price of a Share with dividend, if any, at the
Closing                    Price closing of the Official Segment of Euronext Amsterdam
                           N.V.'s stock market ("Euronext Amsterdam") as published in
                           the Official Price List of this stock exchange.

                    :      a custody account maintained in the name of an Option
Custody Account            Holder other than a Nominee Account.

                    :      the date at which the Options shall be deemed granted to
Date of Grant              the Option Holder under the Program. The Dates of Grant
                           shall be the same dates as the dates of publication of
                           the Philips' annual and/or quarterly results over the
                           financial year 2005. The relevant Date of Grant with
                           respect to any grant hereunder shall be determined by
                           Philips.

                    :      any company within the Philips group of companies and
Employing                  Company such other company as Philips may from time to
                           time designate or approve.

                    :      the price to be paid by the Option Holder to acquire a
Grant Price                Share upon exercising an Option. Such price will be equal
                           to the Closing Price on the applicable Date of Grant.

                    :      a custody account maintained in the name of an Option
Nominee                    Account Holder established by
                           an administrator designated by
                           Philips.

                    :      a right granted by Philips under the Program to acquire
Option                     one Share subject to the terms and conditions hereof.

                    :      a person holding any Options.
Option Holder

                    :      the term for which an Option is granted as specified in
Option Period              Article 3.

                    :      Koninklijke Philips Electronics N.V.
Philips

                    :      this Global Philips Stock Option Program 2005.
Program

                    :      a common share of Philips.
Share
</TABLE>


                                     4.2-2
<PAGE>
                                   ARTICLE 2
                             ACQUISITION OF OPTIONS

      Options may be granted to an eligible individual, subject to the
(acceptance by such individual of the) terms and conditions of this Program and
any other Philips' policies or guidelines that may apply to such individual. Any
Options offered to any such individual and the terms and conditions governing
such Options shall be deemed accepted by such individual with effect from the
applicable Date of Grant in case Philips has not received, in accordance with a
procedure established by Philips, a notice of rejection of such Options within
fourteen (14) days of the notice of grant of the Options or such later date as
may be determined by Philips.

                                   ARTICLE 3
                   RESTRICTIONS ON EXERCISE AND OPTION PERIOD

      1.    Options shall not be exercisable before the third anniversary of the
Date of Grant. Unvested or lapsed Options cannot be exercised.

      2.    The Option Period is in principle ten (10) years commencing on the
Date of Grant, subject to this Article 3.2 and Article 4. Upon request of an
Option Holder exercising Options pursuant to Article 6, the Option Period for
the Options being exercised will be limited to the period from the Date of Grant
up to, and including, the date Philips receives the above request in accordance
with a procedure established by Philips, provided that the Option Period is at
least three (3) years.

      3.    Options may in principle only be exercised (subject to a minimum of
ten (10) units) at the last day of the prevailing Option Period, subject to this
Article 3 and Article 4.

      4.    Subject to this Article 3 and Article 4, Members of the Group
Management Committee of Philips, the Head of Corporate Control and the Head of
Corporate Treasury, may only exercise Options during the period which commences
on the date of publication of Philips' annual or quarterly results and ends ten
business days thereafter.

                                   ARTICLE 4
                           TERMINATION OF EMPLOYMENT

      1.    Except as otherwise provided in Article 4.2, 4.3 and 4.4 hereof, in
case an Option Holder is no longer employed by any Employing Company as a result
of the termination of such Option Holder's employment with an Employing Company
for any reason whatsoever during the applicable Option Period, any Options held
by such Option Holder at the date of such termination shall be forfeited
effective as of the date of termination of such Option Holder's employment with
the Employing Company without the Option Holder being entitled to any
compensation or any obligation on the part of Philips or any of its subsidiaries
unless Philips determines, in its sole discretion, otherwise in writing. Any
such determination shall be final, conclusive and binding and may be subject to
such conditions as Philips may determine appropriate.

      2.    In case an Option Holder is no longer employed by any Employing
Company during the applicable Option Period as a result of the termination of
such Option Holder's employment with an Employing Company for reasons of (i)
disablement, (ii) retirement or (iii) the expiration of a temporary contract of
employment, provided such temporary contract of employment has not been extended
one or more times, any Options held by such Option Holder at the date of
termination shall


                                     4.2-3
<PAGE>
remain exercisable in accordance with Article 3, provided that in such case the
Option Period will expire upon the earlier of (a) ten (10) years from the Date
of Grant or (b) five (5) years from the date of such termination. For the
purpose of this Program, an Option Holder's employment shall be deemed
terminated as a result of "retirement" if such Option Holder's employment is
terminated and such Option Holder satisfies at the date of such termination the
eligibility requirements to receive an immediate (early) retirement benefit
under an (early) retirement plan of an Employing Company under which such Option
Holder was covered, provided (i) payment of such (early) retirement benefit
commences immediately following such termination, and provided further (ii) that
if such Option Holder is covered by an US retirement plan, such Option Holder
must have at least five years of service with an US Employing Company and have
attained the age of fifty-five (55) years.

      3.    In case an Option Holder is no longer employed by any Employing
Company during the applicable Option Period as a result of the termination of
such Option Holder's employment with an Employing Company for reasons of (i)
death or (ii) legal incapacity of the Option Holder, the Options shall remain
exercisable during the Option Period in accordance with Article 3, provided that
in such case the Option Period will expire upon the earlier of (a) ten (10)
years from the Date of Grant or (b) five (5) years from the date of such
termination. In the event that the remaining Option Period as from the date of
termination is less than twelve (12) months, then such Options shall be
exercisable for a period of twelve (12) months as of the date of such
termination and the Option Period shall be deemed extended accordingly, provided
that the Options shall only be exercisable in the manner as set forth in Article
9.

      4.    In case the employment of an Option Holder with any Employing
Company is terminated as a result of the sale or other divestment of a business,
subsidiary, division or other business unit of Philips or subsidiary or any part
thereof ("Divested Business") and the Option Holder remains employed by the
Divested Business upon such transfer, any Options held by such Option Holder at
the date of such termination shall remain exercisable in accordance with the
terms and conditions of this Program, provided that the Option Period will
expire upon the earlier of (a) ten (10) years as from the Date of Grant or (b)
five (5) years as from the date of such termination.

      Upon termination of the employment of the Option Holder with the Divested
Business, the terms of Article 4.1, 4.2 and 4.3 shall apply mutatis mutandis, it
being expressly understood that in case such Option Holder becomes re-employed
by any Employing Company immediately upon such termination, any Options held by
the Option Holder at such time shall not be forfeited, but shall remain
exerciseable for the remainder of the term of such Options as determined
pursuant to this Article 4.4, subject to the terms and conditions of this
Program.

                                   ARTICLE 5

                              NON-TRANSFERABILITY

      The Options are strictly personal, and may not be assigned, transferred
(except that, in case of death of the Option Holder during the Option Period,
any Options held by the Option Holder at the date of his death shall pass to his
heirs or legatees), pledged, hypothecated, or otherwise encumbered or disposed
of in any manner. The Option Holder may not engage in any transactions on any
exchange on the basis of any Options. Any violation of the terms of this Article
5 will cause the Options to become immediately null and void without further
notice and without the Option Holder being entitled to any compensation.


                                     4.2-4
<PAGE>
                                   ARTICLE 6

                              EXERCISE OF OPTIONS

      1.    In order to exercise Options, which are exercisable in accordance
with this Program, the Option Holder must notify Philips in accordance with a
procedure determined by Philips.

      The notice shall state:

      (a)   the Date of Grant of the Options he wishes to exercise;

      (b)   if applicable, the confirmation that the Option Holder wants to
limit the Option Period pursuant to Article 3.2;

      (c)   the number of Options to be exercised; and

      (d)   whether Shares to be obtained upon such exercise:

      (i)   be sold, on behalf of the Option Holder as soon as possible. Upon
such sale, the aggregate revenue of the Shares sold upon exercise of the Options
less the Grant Price multiplied by the number of such Options, and further
costs, will be paid to the Option Holder in accordance with a procedure
determined by Philips; or

      (ii)  be delivered to the Option Holder as provided for in the Articles
6.3, 6.4 and 6.5.

      In case the Option Holder elects to have the Shares to be delivered to
him, his notice shall be accompanied by the payment in full of the Grant Price,
multiplied by the number of Options so being exercised. Such payment shall be
made: (a) in cash, (b) through simultaneous sale through a broker of Shares
acquired on exercise, subject to it being permitted under the applicable
regulations, (c) through additional methods prescribed by Philips or (d) by a
combination of any such method.

      2.    Philips may require an Option Holder to maintain a Nominee Account
in connection with this Program. Nothing contained in this Program shall
obligate Philips to establish or maintain or cause to establish or maintain a
Nominee Account for any Option Holder.

      3.    Subject to the terms and conditions of this Program, if the Option
Holder elects the Share to be delivered to him upon exercise as provided in
Article 6.1.d (ii), Philips will deliver a Share to an Option Holder on or as
soon as reasonably practicable after the exercise of an Option. In no event
shall Philips have any obligation to deliver any Shares to an Option Holder
prior to the exercise of any Options.

      4.    If the Option Holder elects to have Shares to be delivered to him
pursuant to Article 6.1.d (ii), such Shares will be credited to the Nominee
Account except if an Option Holder (i) requests Philips to credit such Shares to
a Custody Account or (ii) does not maintain a Nominee Account at the date of
delivery of such Shares. In case (i) or (ii) as described in the foregoing
sentence applies, the Option Holder shall be responsible to notify Philips in
accordance with a procedure (including the period for notification) established
by Philips on the details relating to such Custody Account. In case Philips
determines in its sole discretion that the Option Holder has failed to notify
Philips in accordance with such procedure, then the Option Holder shall be
deemed to have requested Philips to sell or cause to sell such Shares.


                                     4.2-5
<PAGE>
      5.    Except as may be approved otherwise in writing by Philips in its
sole discretion, in case an Option Holder is no longer employed by any Employing
Company for any reason whatsoever, the Option Holder (or his or her legal
representatives) shall withdraw all Shares credited to the Option Holder's
Nominee Account within two (2) months of the date of such termination. In case
the Option Holder (or his or her legal representatives, as the case may be)
fails to comply with the foregoing obligation, then the Option Holder (or his or
her legal representatives) shall be deemed to have requested Philips to sell or
cause to sell such Shares.

      6.    Each Option Holder shall comply with any applicable "insider
trading" laws and regulations and the Philips' Rules of Conduct with respect to
Inside Information.

                                   ARTICLE 7

                                CAPITAL DILUTION

      Philips may make equitable adjustment or substitution of (a) the number or
kind of Shares subject to the Options, and/or (b) the Grant Price, as it, in its
sole discretion, deems equitable to reflect any significant corporate event of
or by Philips, for example a change in the outstanding Shares by reason of any
stock dividend or split, recapitalization, merger, consolidation, spin-off,
combination or exchange of shares or other corporate change, or any distribution
to holders of Shares other than regular cash dividends.

      The effect of the adjustment or substitution shall be to preserve both the
aggregate difference and the aggregate ratio between the Grant Price and the
fair market value of the Shares to be acquired upon exercise of the Options. The
Option Holder shall be notified promptly of such adjustment or substitution.

                                   ARTICLE 8

                                COSTS AND TAXES

      1.    All costs of delivering any Shares to the Option Holder's Nominee
Account upon exercise of any Options shall be borne by Philips. All costs of
delivering any Shares under this Program to an Option Holder's Custody Account
and any other costs connected with the Shares shall be borne by the Option
Holder.

      2.    Any and all taxes, duties, levies, charges or social security
contributions ("Taxes") which arise under any applicable national, state, local
or supra-national laws, rules or regulations, whether already effective on the
Date of Grant or becoming effective thereafter, and any changes or modifications
therein and termination thereof which may result for the Option Holder in
connection with this Program (including, but not limited to, the grant, the
ownership and/or the exercise of the Options, and/or the delivery, ownership
and/or the sale of any Shares acquired under this Program) shall be for the sole
risk and account of the Option Holder.

      3.    Philips and its subsidiaries shall have the right to deduct or cause
to be deducted from any salary payment or other sums due by Philips or any of
its subsidiaries to an Option Holder, or requiring the Option Holder or
beneficiary of the Option Holder, to pay to Philips an amount necessary to
settle any Taxes determined by Philips necessary to be withheld in connection
with this Program (including, but not limited to, the grant of the Options or
the delivery of any Shares under this Program).


                                     4.2-6
<PAGE>
      4.    Philips shall not be required to deliver any Shares and Philips may
delay (or cause to be delayed) the transfer of any Shares from a Nominee Account
to a Custody Account, until Philips has received an amount, or the Option Holder
has made such arrangements, required by Philips necessary to satisfy any
withholding of any Taxes and any costs to be borne by the Option Holder in
connection with this Program as determined by Philips.

                                   ARTICLE 9

                                CASH ALTERNATIVE

      Upon receipt of a notice, as referred to in Article 6.1 hereof to exercise
any Option, Philips may advise an Option Holder resident outside the Netherlands
to request in writing an amount in cash as an alternative to Shares. Upon such
request the Option Holder is entitled to receive an amount in Euros or in U.S.
Dollars, as indicated by the Option Holder, equal to the Closing Price on the
date of receipt of such request minus the Grant Price, multiplied by the number
of Options so being exercised. Further, any costs to be paid and any applicable
Taxes shall be deducted from the amount to be received by the Option Holder. If
on the date of receipt of the notice Shares have not been traded on Euronext
Amsterdam the Closing Price will be that of the first subsequent trading day on
Euronext Amsterdam. The same method is being used for calculating the cash
amount to which heirs and legatees of an Option Holder are entitled in
accordance with Article 4.3.

                                   ARTICLE 10

                               GENERAL PROVISIONS

      1.    Philips shall have the authority to interpret this Program, to
establish, amend, and rescind any rules and regulations relating to this
Program, to determine the terms and conditions of any agreements entered into
hereunder, and to make all other determinations necessary or advisable for the
administration of this Program. Philips may delegate the authority to practice
administrative and operational functions with respect to the Program to officers
or employees of subsidiaries of Philips and to service providers.

      2.    No Option Holder shall have any rights or privileges of shareholders
(including the right to receive dividends and to vote) with respect to Shares to
be delivered pursuant to the exercise of any Options until such Shares are
actually delivered to such Option Holder in accordance with Article 6 of this
Program. The Shares delivered shall carry the same rights as common shares of
Philips traded on Euronext Amsterdam or the New York Stock Exchange, as
applicable, on the day on which these Shares are delivered.

      3.    The (value of) Options granted to, or Shares acquired by, an Option
Holder pursuant to such Options under this Program shall not be considered as
compensation in determining an Option Holder's benefits under any benefit plan
of an Employing Company, including but not limited to, group life insurance,
long-term disability, family survivors, or any retirement, pension or savings
plan.

      4.    Nothing contained in this Program or in any grant made or agreement
entered into pursuant hereto shall confer upon any Option Holder any right to be
retained employed with any Employing Company, or to be entitled to any
remuneration or benefits not set forth in this Program or interfere with or
limit in any way with the right of any Employing Company or any of its
subsidiaries to terminate such Option Holder's employment or to discharge or
retire any Option Holder at any time.


                                     4.2-7
<PAGE>
      5.    If a provision of this Program is deemed illegal or invalid, the
illegality or invalidity shall not affect the remaining parts of this Program,
this Program shall be construed as if the illegal or invalid provisions had not
been included in this Program.

      6.    Where the context requires, words in either gender shall include
also the other gender.

      7.    This Program shall be governed by and construed in accordance with
the laws of The Netherlands, without regard to its principles of conflict of
laws.

                                   - - - - -


                                     4.2-8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>3
<FILENAME>y09496exv4w3.txt
<DESCRIPTION>EX-4.3: GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2005
<TEXT>
<PAGE>
                                                                     Exhibit 4.3





               GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2005





                                     4.3-1
<PAGE>
                              TERMS AND CONDITIONS
                                       OF
              GLOBAL PHILIPS RESTRICTED SHARE RIGHTS PROGRAM 2005

                                   ARTICLE 1
                                  DEFINITIONS

      In this Global Philips Restricted Share Program 2005 the following
definitions shall apply:

<TABLE>
<S>                    <C>  <C>
                       :    a custody account maintained in the name of a
1.Custody Account           Participant other than a Nominee Account.

                       :    the date at which a Restricted Share Right is granted
2.Date of Grant             pursuant to this Program. The of Grant Dates of
                            Grant of any Restricted Share Rights shall be the
                            same dates as the dates of publication of the
                            Philips' annual and/or quarterly results over the
                            financial year 2005. The relevant Date of Grant and
                            categorization of any Restricted Share Right with
                            respect to any grant hereunder shall be determined
                            by Philips.

                       :    depending on whether a Restricted Share Right is
3.Delivery Date             categorized as a "1 Year Term Delivery Date
                            Restricted Share Right", "2 Year Term Restricted
                            Share Right" or "3 Year Term Restricted Share
                            Right", the Delivery Date shall be the first, second
                            or third anniversary of the Date of Grant of such
                            Restricted Share Right.

                       :    any company within the Philips group of companies
4. Employing Company        and such other company as Philips may from time to
                            time designate or approve.

                       :    a custody account maintained in the name of a
5. Nominee Account          Participant established by an administrator
                            designated by Philips.

                       :    the date which is three years after the applicable
6. Premium Date             Delivery Date.

                       :    any Shares (to be) delivered to a Participant
7. Premium Shares           pursuant to Article 7 hereof.

                       :    the period commencing on the Delivery Date
8. Retainment Period        applicable to a particular Restricted Share Right
                            and ending on the Premium Date applicable to such
                            Restricted Share Right.

                       :    an individual who has accepted any Restricted Share
9. Participant              Rights under this Program.

                       :    Koninklijke Philips Electronics N.V.
10. Philips

                       :    this Global Philips Restricted Share Program 2005.
11. Program

                       :    the conditional right granted to a Participant to
12. Restricted Share        receive one Share, subject to the terms and
Right                       conditions of this Program. Restricted Share Rights
                            will be categorized as "1 Year Term Restricted Share
                            Rights", "2 Year Term Restricted Share Rights" or "3
                            Year Term Restricted Share Rights", as applicable.

                       :    a common share of Philips (to be) delivered under
13. Share                   this Program.
</TABLE>


                                     4.3-2
<PAGE>
                                   ARTICLE 2

                        GRANT OF RESTRICTED SHARE RIGHTS

      Any Restricted Share Rights may be granted to an eligible individual,
subject to the (acceptance by such individual of the) terms and conditions of
this Program and any other Philips' policies or guidelines that may apply to
such individual. Any Restricted Share Rights offered to any such individual and
the terms and conditions governing such rights shall be deemed accepted by such
individual with effect from the applicable Date of Grant in case Philips has not
received, in accordance with a procedure established by Philips, a notice of
rejection of such rights within fourteen (14) days of the notice of grant of
such rights or such later date as may be determined by Philips.

                                   ARTICLE 3

                           TERMINATION OF EMPLOYMENT

      1.    Except as otherwise provided in Article 3.2 and 3.3 hereof, in case
a Participant is no longer employed by any Employing Company as a result of the
termination of such Participant's employment with an Employing Company for any
reason whatsoever prior to the applicable Delivery Date, such Participant's
Restricted Share Rights shall be forfeited effective as of the date of
termination of such Participant's employment with the Employing Company without
the Participant being entitled to any compensation or any obligation on the part
of Philips or any of its subsidiaries unless Philips determines, in its sole
discretion, otherwise in writing. Any such determination shall be final,
conclusive and binding and may be subject to such conditions as Philips may
determine appropriate.

      2.    In case a Participant is no longer employed by any Employing Company
as a result of the termination of such Participant's employment with an
Employing Company for reasons of (i) death, (ii) disablement, (iii) legal
incapacity, (iv) retirement or (v) the expiration of a temporary contract of
employment, provided such temporary contract of employment has not been extended
one or more times such Participant or, in case of death or legal incapacity of
the Participant, the estate of the Participant or his or her legal
representative(s), as the case may be, shall remain entitled to any Restricted
Share Rights granted to such Participant prior to the date of such termination
subject to the terms and conditions of this Program. For the purpose of this
Program, a Participant's employment shall be deemed terminated as a result of
"retirement" if such Participant's employment is terminated and such Participant
satisfies at the date of such termination the eligibility requirements to
receive an immediate (early) retirement benefit under an (early) retirement plan
of an Employing Company under which such Participant was covered, provided (i)
payment of such (early) retirement benefit commences immediately following such
termination, and provided further (ii) that if such Participant is covered by an
US retirement plan, such Participant must have at least five years of service
with an US Employing Company and have attained the age of fifty-five (55) years.

      3.    In case the employment of a Participant with any Employing Company
is terminated as a result of the sale or other divestment of a business,
subsidiary, division or other business unit of Philips or any part thereof
("Divested Business") and the Participant remains employed by the Divested
Business upon such transfer, such Participant shall remain entitled to any
Restricted Share Rights granted to such Participant prior to the date of the
termination of such employment subject to the terms and conditions of this
Program.

      In case of termination of employment of a Participant with any Employing
Company as a result of such sale or other divestment, the Participant shall no
longer be eligible to receive any Premium Shares.


                                     4.3-3
<PAGE>
      Upon termination of the employment of the Participant with the Divested
Business, the terms of Article 3.1 and 3.2 shall apply mutatis mutandis, it
being expressly understood that in case such Participant becomes re-employed by
any Employing Company immediately upon such termination, such Participant shall
remain entitled to any Restricted Share Rights held by such Participant at such
time subject to the terms and conditions of this Program.

                                   ARTICLE 4

                              NON-TRANSFERABILITY

      The Restricted Share Rights are strictly personal and may not be assigned,
transferred (except that, in case of death of the Participant any Restricted
Share Rights granted to such Participant at the date of his death shall pass to
his heirs or legatees), pledged, hypothecated, or otherwise encumbered or
disposed of in any manner. The Participant may not engage in any transactions on
any exchange on the basis of any Restricted Shares Rights. Any violation of the
terms of this Article 4 will cause the Restricted Share Rights to become
immediately null and void without further notice and without the Participant
being entitled to any compensation.

                                   ARTICLE 5

                         DELIVERY AND HOLDING OF SHARES

      1.    Philips may require a Participant to maintain a Nominee Account in
connection with this Program. Nothing contained in this Program shall obligate
Philips to establish or maintain or cause to establish or maintain a Nominee
Account for any Participant.

      2.    Subject to the terms and conditions of this Program, Philips will
deliver a Share pursuant to a Restricted Share Right to a Participant on or as
soon as reasonably practicable after the relevant Delivery Date. In no event
shall Philips have any obligation to deliver any Shares to a Participant prior
to the relevant Delivery Date.

      3.    Any Shares to be delivered pursuant to Article 5.2 will be credited
to the Nominee Account except if a Participant (i) requests Philips to credit
such Shares to a Custody Account or (ii) does not maintain a Nominee Account at
the date of delivery of such Shares. In case (i) or (ii) as described in the
foregoing sentence applies, the Participant shall be responsible to notify
Philips in accordance with a procedure (including the period for notification)
established by Philips on the details relating to such Custody Account. In case
Philips determines in its sole discretion that the Participant has failed to
notify Philips in accordance with such procedure, then the Participant shall be
deemed to have authorized Philips to sell as many Shares as required to ensure
that any withholding Taxes obligations and other costs related to such Shares
and such transaction are settled.

      4.    Except as may be otherwise approved in writing by Philips in its
sole discretion, in case a Participant is no longer employed by any Employing
Company for any reason whatsoever, the Participant (or his or her legal
representatives) shall withdraw all Shares credited to the Participant's Nominee
Account within two (2) months of the date of such termination. In case the
Participant (or his or her legal representatives, as the case may be) fails to
comply with the foregoing obligation, then the Participant (or his or her legal
representatives) shall be deemed to have requested Philips to sell or cause to
sell such Shares.

      5.    Each Participant shall comply with any applicable "insider trading"
laws and regulations and the Philips' Rules of Conduct with respect to Inside
Information.


                                     4.3-4
<PAGE>
                                    ARTICLE 6

                                CAPITAL DILUTION

      Philips may make equitable adjustment or substitution of the number or
kind of Shares subject to the Restricted Shares Rights, as it, in its sole
discretion, deems equitable to reflect any significant corporate event of or by
Philips, for example a change in the outstanding Shares by reason of any stock
dividend or split, recapitalization, merger, consolidation, spin-off,
combination or exchange of shares or other corporate change, or any distribution
to holders of Shares other than regular cash dividends.

                                   ARTICLE 7

                                 PREMIUM SHARES

      At a Premium Date, Philips will deliver a number of Premium Shares, which
is equal to 20 % (twenty percent) of the number of Shares acquired by a
Participant pursuant to the Restricted Share Rights, which are held by the
Participant at, and are subject to, such Premium Date. The foregoing obligation
shall be subject further to the requirements that: (i) the Participant is still
employed by an Employing Company at the relevant Premium Date and (ii) such
Shares have been deposited on the Participant's Nominee Account during the
entire Retainment Period in order to enable Philips to monitor whether
Participant has retained the Shares during such period. Philips will not be
required pursuant to the foregoing to deliver a fraction for a Premium Share but
instead the number of Premium Shares shall be rounded upward to the next whole
Share.

                                   ARTICLE 8

                                COSTS AND TAXES

      1.    All costs of delivering any Shares, including, but not limited to,
any Premium Shares, under this Program to a Participant's Nominee Account shall
be borne by Philips. All costs of delivering any Shares, including, but not
limited to, any Premium Shares, under this Program to a Participant's Custody
Account and any other costs connected with the Shares shall be borne by the
Participant.

      2.    Any and all taxes, duties, levies, charges or social security
contributions ("Taxes") which arise under any applicable national, state, local
or supra-national laws, rules or regulations, whether already effective on the
Date of Grant of any Restricted Shares Rights or becoming effective thereafter,
and any changes or modifications therein and termination thereof which may
result for the Participant in connection with this Program (including, but not
limited to, the grant of the Restricted Shares Rights, the ownership of the
Restricted Shares Rights and/or the delivery of any Shares under this Program,
the ownership and/or the sale of any Shares acquired under this Program) shall
be for the sole risk and account of the Participant.

      3.    Philips and any other Employing Company shall have the right to
deduct or withhold (or cause to be deducted or withheld) from any salary payment
or other sums due by Philips or any other Employing Company to Participant, or
requiring the Participant or beneficiary of the Participant, to pay to Philips
an amount necessary to settle any Taxes determined by Philips necessary to be
withheld in connection with this Program (including, but not limited to, the
grant of the Restricted Shares Rights or the delivery of any Shares (including,
but not limited to, Premium Shares) under this Program).

      4.    Philips shall not be required to deliver any Shares and Philips may
delay (or cause to be delayed) the transfer of any Shares from a Nominee Account
to a Custody Account until Philips has received an amount, or the Participant
has made such arrangements required by Philips necessary


                                     4.3-5
<PAGE>
to satisfy any withholding of any Taxes and any costs to be borne by the
Participant in connection with this Program as determined by Philips.

                                    ARTICLE 9

                           DIVIDEND PAYMENT ON SHARES

      Philips is entitled, in its sole discretion, to determine the manner in
which dividend on any Shares acquired by a Participant pursuant to this Program
and deposited on the Nominee Account at the applicable record date, is paid to
such Participant including, but not limited to, the payment of dividend by means
of a dividend reinvestment plan pursuant to which the dividend will be
reinvested in the purchase of Shares.

                                   ARTICLE 10

                               GENERAL PROVISIONS

      1.    Philips shall have the authority to interpret this Program, to
establish, amend, and rescind any rules and regulations relating to this
Program, to determine the terms and conditions of any agreements entered into
hereunder, and to make all other determinations necessary or advisable for the
administration of this Program. Philips shall further have the authority to
waive, in its sole discretion, the requirement pursuant to Article 7 that the
Shares have been and are deposited on the Nominee Account during the entire
Retainment Period. Such waiver may be subject to such conditions as Philips may
establish in its sole discretion. Philips may delegate the authority to practice
administrative and operational functions with respect to the Program to officers
or employees of subsidiaries of Philips and to service providers.

      2.    No Participant shall have any rights or privileges of shareholders
(including the right to receive dividends and to vote) with respect to Shares to
be delivered pursuant to Restricted Share Rights until such Shares are actually
delivered to such Participant in accordance with Article 5 of this Program. The
Shares delivered shall carry the same rights as common shares of Philips traded
on Euronext Amsterdam, or the New York Stock Exchange, as applicable, on the day
on which these Shares are delivered.

      3.    The (value of) Restricted Share Rights granted to, or Shares
acquired by, a Participant pursuant to such Restricted Share Right under this
Program shall not be considered as compensation in determining a Participant's
benefits under any benefit plan of an Employing Company, including but not
limited to, group life insurance, long-term disability, family survivors, or any
retirement, pension or savings plan.

      4.    Nothing contained in this Program or in any grant made or Agreement
entered into pursuant hereto shall confer upon any Participant any right to be
retained in employment with any Employing Company, or to be entitled to any
remuneration or benefits not set forth in this Program or interfere with or
limit in any way with the right of any Employing Company to terminate such
Participant's employment or to discharge or retire a Participant at any time.

      5.    If a provision of this Program is deemed illegal or invalid, the
illegality or invalidity shall not affect the remaining parts of this Program,
this Program shall be construed as if the illegal or invalid provisions had not
been included in this Program.

      6.    Where the context requires, words in either gender shall include
also the other gender.

      7.    This Program shall be governed by and construed in accordance with
the laws of The Netherlands, without regard to its principles of conflict of
laws.


                                   - - - - -



                                     4.3-6
<PAGE>







                                     4.3-7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>y09496exv23w1.txt
<DESCRIPTION>EX-23.1: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
<TEXT>
<PAGE>
                                                                    Exhibit 23.1


          CONSENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 22, 2005, relating to the consolidated
balance sheets of Koninklijke Philips Electronics N.V. and subsidiaries as of
December 31, 2004 and 2003, and the consolidated statements of income, changes
in stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 2004, included in the December 31, 2004 annual report
on Form 20-F of Koninklijke Philips Electronics N.V., filed with the Commission
on February 22, 2005, as amended by amendment on Form 20-F/A of Koninklijke
Philips Electronics N.V. filed with the Commission on April 28, 2005.

Eindhoven, the Netherlands

May 26, 2005.

/s/ KPMG Accountants N.V
- ------------------------

KPMG Accountants N.V.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>y09496exv23w2.txt
<DESCRIPTION>EX-23.2: CONSENT OF SAMIL PRICEWATERHOUSECOOPERS
<TEXT>
<PAGE>
                                                                    Exhibit 23.2


                    CONSENT OF SAMIL PRICEWATERHOUSECOOPERS


We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of Koninklijke Philips Electronics N.V. of our report
dated January 26, 2005, relating to the consolidated financial statements of
LG.Philips LCD Co., Ltd. and its subsidiaries, which appears in the Form 20-F/A
of Koninklijke Philips Electronics N.V., filed with the Commission on April 28,
2005.

/s/ Samil PricewaterhouseCoopers
- --------------------------------

Samil PricewaterhouseCoopers

Seoul, Korea,
May 26, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>6
<FILENAME>y09496exv23w3.txt
<DESCRIPTION>EX-23.3: CONSENTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
<TEXT>
<PAGE>

                                                                    Exhibit 23.3


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS


We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report relating to the consolidated financial statements of Atos
Origin S.A. for the year ended December 31, 2002, dated September 10, 2003,
appearing in the Annual Report on Form 20-F of Koninklijke Philips Electronics
N.V. for the year ended December 31, 2004.

Paris and Neuilly-sur-Seine

May 26, 2005

AMYOT EXCO GRANT THORNTON                       Deloitte & Associes

By: /s/  Daniel Kurkdjian                       By: /s/  Jean-Paul Picard
    ---------------------                           ---------------------

By: /s/  Vincent Papazian                       By: /s/ Jean-Marc Lumet
    ---------------------                           -------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.4
<SEQUENCE>7
<FILENAME>y09496exv23w4.txt
<DESCRIPTION>EX-23.4: CONSENT OF KPMG
<TEXT>
<PAGE>
                                                                    Exhibit 23.4


                                CONSENT OF KPMG


We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated June 26, 2004, relating to the consolidated
financial statements of LG.Philips Displays Holding B.V. for the year ended
December 31, 2003, included in amendment on Form 20-F/A, filed with the
Commission on April 28, 2005, amending the annual report on Form 20-F of
Koninklijke Philips Electronics N.V. for the year ended December 31, 2004.

Hong Kong,

May 26, 2005.

/s/ KPMG
- --------------
KPMG
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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